**EXHIBIT 10.6  - ENGINE LEASE AGREEMENT  - LOGISTIC AIR  (Redacted)**

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AIRCRAFT ENGINE LEASE AGREEMENT BETWEENLOGISTIC AIR, INC., Lessor,AndBALTIA AIRLINES, INC., LesseeDated as of January 15, 2010Four Used Pratt & Whitney JT9D-7A Series EnginesBearing Engine Serial Numbers:662288

663073

685609

686089For Installation on N705BL

THIS  AIRCRAFT ENGINE LEASE AGREEMENT ("Lease") is made this  15th day  of
January, 2010 by and between LOGISTIC AIR,  INC. ("LESSOR") with  offices at  564 Wedge
Lane, Fernley,  NV   89408 and  BALTIA AIRLINES, INC.  ("LESSEE") with  its  principal
place of  business at  JFK  International Airport, Terminal 4  Room 2089, Jamaica, NY  11430.

In consideration of  the  rental, covenants, agreements and  mutual promises herein contained,
Lessor and  Less hereby  agree as follows:

1.   TERM OF THIS LEASE AGREEMENT

The  term  of this  Lease will commence on February 1, 2010 and will continue thereafter for two
(2) years.

2.      ENGINE LEASE: TERMS

a.   Lessor will lease aircraft engines to Lessee, all upon the terms and  conditions hereof.
This  Engine Lease will  be  for  four  Pratt & Whitney JT9D-7A engines bearing Engine Serial
Numbers 66228, 663073, 685609 and 686089, engines shall  be in complete QEC  engine
configuration (as such term is used  in the Pratt  & Whitney IPC manual applicable to such
engine  model},  including accessories, appurtenances, appliances, parts and  other items
installed thereon and all parts a attachments thereto (collectively the  "Engine or  Engines").
Engine records generated by  Less during the Lease Term, shall become part of the  "Engine or
Engines".  Lessor  may   provide substitute engines at its discretion.

b.   The Lease term shall commence on February 1st, 2010.  If any  Engine, which is a part of
this Lease extends beyond the expiry date of this Agreement, such engine will continue in effect
in accordance with the  terms  and  conditions of this  Agreement until  said  engine is returned.
Notwithstanding the expiration of a Lease Term, all of the obligations of Lessee under the Lease
shall  continue until such time  as the Engine is returned to Lessor in accordance with  the terms
of this Agreement.

c.   Lessee will  forthwith redeliver the Engine to Lessor upon the  expiration or earlier
termination of the Lease Agreement.

d.   Lessee shall  be responsible for any and  all expenses related to the use of the engines
from  the  time of delivery until the  time  it is re-delivered to Lessor.

3.   DELIVERY, INSPECTION, ACCEPTANCE AND INSTALLATION

a.   Lessor  will deliver  the Engines to Lessee  on the Delivery  Date  at Delivery Location (as
specified Exhibit  A),  upon  acceptance of  Engines   by  Lessee (execution of  Exhibit   B),
Lessor  will  make arrangements for  the  transportation of  the  engines to  Evergreen Air  Center
Marana  Arizona shipping cost of engines shall  be billed  to Lessee.   At the time  of Delivery, the
Engines  will have return  to service  maintenance release  tag affixed to them.  Lessor  will also
provide to Lessee  P& Engine Maintenance Manual and  Illustrated Parts  Catalogue.  Upon
execution of  Exhibit  B Lessee, risk of loss,  damage to or destruction of the Engines shall
transfer  from  Lessor  to Less and, except  as otherwise provided herein, such risk shall remain
with Lessee until the Engines ha been redelivered by Lessee to Lessor  in accordance with the
terms  of this Agreement.

b.   Lessee will deliver  to Lessor  a receipt  for the Engines substantially in  the  form  of
Exhibit  B, duly executed by an authorized representative of Lessee  upon  delivery  of such
Engines, the execution of this  Exhibit  is acknowledgment by Lessee  of the  engines having been
delivered in Serviceable Condition.

c.   Delivery by Lessor  is subject to the following conditions precedent:           i.   Receipt by  Lessor  of  the Initial  Payment  required by  Section 4.b  and  receipt of
Security Deposit as specified by section  4 iv. below;

          ii.  Satisfactory accomplishment of item 3i below; and 
         iii.      Receipt by Lessor  of
the insurance certificates required by Section 14 below.

d.   Lessee may conduct a visual  (including borescope) inspection of the Engines prior to
execution Exhibit B, in order  to assess  whether the Engines  are acceptable to Lessee.  If Lessee
installs operates any Engine or does not notify Lessor that an Engine is not  acceptable to Lessee
prior execution of Exhibit B, it will be conclusively deemed that Lessee has accepted the Engine,
with recourse to reject  such  engine.  Any Engine  rejection shall  be by written notice  to Lessor
detailing the reason for rejection, which  must  be a valid reason  affecting the airworthiness of the
engine. the event  of such  rejection, Lessee will hold the Engine pending shipping instructions
from  Less at which  time Lessee will ship  the Engine  to Lessor's designated location  at
Lessor's sole expense solely  if a valid reason exists for engine  rejection.   Upon receipt of the
Engine by Lessor, following rejection by  Lessee,   the  Lease with  respect  to  such  Engine will
terminate, and  a  replacement engine maybe  provided through a separate  agreement to be executed
by both  parties,  the deposit for the rejected  engine shall be returned to Lessee  if a replacement
engine is not provided, in such an event neither party will have any further liability to the other for
the specific  rejected  engine.

e.   Throughout the lease  period  within  forty eight  (48) hours  after  removal or installation
of an Engine on N705BL, Lessee  will notify Lessor  of such an occurrence.

f.   Lessee represents and  warrants to Lessor  that each  lessor,  lender,  or any  other  party
having interest  in N705BL has authorized such installation and has  acknowledged to Lessee  in
writing  t such  lessor,  lender,  or other  party  will acquire  no  right,  title, or interest in and  to
such  Engine reason of such installation.

g.        Prior to installation on N705BL, Lessee  will furnish Lessor  assurances in the form of
Exhibit  E, from each  owner,  lessor,  mortgagee and lienholder holding any right, title, or interest in
the aircraft  up which  the Engine is to be installed.

h.   It is acknowledged that the engines may only be installed on N705BL, and  may  not be
installed any other aircraft, without the prior to written consent of Lessor.

i.   Lessee shall place  Lessor  as secured lien-holder on N705BL, such  Lien shall be released
upon  t obligations of Lessee being  met under this agreement.

4.  CHARGES, PAYMENTS, MINIMUM GUARANTEES AND DEPOSITS

a.   During the term hereof and until the Engines  are returned to LESSOR in the Return
Condition ( described in Article  18)  required under  this  Lease, LESSEE shall  pay  LESSOR
the  following      i.   Minimum Guaranteed utilization shall be as follows  for each engine:

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
                   A REQUEST FOR CONFIDENTIAL TREATMENT]

ii.  the hourly  utilization rate  for each  hour  of engine  utilization is

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
                   A REQUEST FOR CONFIDENTIAL TREATMENT]

iii.      the payment for cycle  ratio usage  shall be

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
                   A REQUEST FOR CONFIDENTIAL TREATMENT]

iv.  the Security  Deposit shall be as listed below  and as specified in exhibit A

(a)  The  Security   Deposit shall  consist of

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
                   A REQUEST FOR CONFIDENTIAL TREATMENT]

(b)  So  long   as  no  Event  Of  Default shall  have   occurred and  be  continuing, the
portion, if  any,  of  the  Security   Deposit that   has  not  previously been  used applied, or set off
against, as provided for in this Agreement, shall  be returned Lessee by  wire  transfer of
immediately available  United States Dollars to account of Lessee, specified in writing by Lessee
to Lessor, (a) on the date which is no later  than 15 Business Days (as  defined below) after and
excluding the day upon  which  the Engine is returned to Lessor in accordance with  this Agreement
the date upon  which  Lessor has been  paid all amounts required to be paid  under and  as
provided in, this Agreement.  As used herein, "Business Day"  means an day  (other   than  a
Saturday  or  Sunday) on  which banks at  the  Lessor's an Lessee's corporate office  locations are
open  for business.

b.   Prior  to  Delivery   of  the  Engines, Lessee will  pay  Lessor   an  initial  payment
("Initial Payment consisting of the first months utilization and the Security  Deposit and
estimated cycle ratio usage  f the first thirty (30) day period of the Lease.   Thereafter  Lessee
shall  pay to Lessor  five (5) days prior to the start of each  month  the monthly  guaranteed
utilization hours  in advance.  Lessee shall  also pay  utilization  Rent  above  pre-paid guaranteed
utilization to Lessor within  three  (3) days  after the end of the monthly  utilization cycle.   Any
other invoices  submitted by Lessor  to Lessee  shall be pa within three (3) days of submission.

c.   All payments will be  made by  bank  transfer of immediately available funds in U.S.
Dollars  to the account of Lessor  at:

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
                   A REQUEST FOR CONFIDENTIAL TREATMENT]

d.   Within  ten (10) days  after a request  by either  party,  but not more frequently than  once
every  thirty (30) days  during  the Lease,  and within  ten (10) days  after redelivery of the Engines
to Lessor,  the parties  will  reconcile all  charges under  such  Lease.   Lessee will  then  promptly
pay  Lessor  a payment deficiency and, provided Lessee  is not in default  hereunder, Lessor  will
then pay Less any payment excess.  on the first of each  month  Lessee  shall  provide a report  to
Lessor  showing the flights accomplished by the engines, listing  the hours  and cycles  of said
flights  for the previous month.

e.   Lessee  shall  pay  to Lessor, upon  demand, to the extent  permitted by  applicable law,
interest any installment of Rent  not  paid  when  due  under  the Lease hereunder, for any  period
for which any of the same is  overdue (without regard to any  grace period) at an  annual rate  of

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
                   A REQUEST FOR CONFIDENTIAL TREATMENT]

f.   All of LESSEE'S interest in and  to any  Rental  paid  in advance, any  Security Deposits
and  an other  monies   or  assets held  or  possessed by  LESSOR are  hereby pledged to
LESSOR, a LESSEE hereby grants a general lien  on and  a security interest in  such  monies and
assets LESSEE in  the  possession of LESSOR as  security   for  the  performance of  this  Lease
without liability  for interest thereon to LESSEE, further  more Lessee shall allow  LESSOR to
place  a Lien on Aircraft N705BL which   the  engines are  to  be  installed on,  the  Lien  is  to
secure LESSOR ownership interest in its Engines and  Lessees performance of its payment
obligations under  the agreement.

g.   In  the  event Lessee does  not  return an  Engine to  Lessor in  the condition required
under  the Lease  following the  expiration of  the  Lease Term  or  termination of  such  Lease by
Lessor accordance with  the  terms  hereof, the  obligations of  Lessee under   the  Lease shall
continue however, such  continued use and holding over of the Engine by Lessee shall  not be
considered renewal of  the  Lease Term  or  a waiver of  any  right  of  Lessor under the  Lease.
During such period  after  the expiration or termination of the Lease (the "Holdover Period"),
Rent  shall continue to be paid by Lessee to Lessor albeit  at the rate of

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
                   A REQUEST FOR CONFIDENTIAL TREATMENT]

5.  COMPLIANCE WITH  LAWS: LESSEE'S REPRESENTATIONS AND WARRANTIES

Lessee  hereby  represents and warrants that:

a.   The  Engines will  be  used  and  operated solely  in compliance with  all statutes, laws,
ordinances, rules  and  regulations of any Federal, state  or local governmental body,  agency, or
authority  of the United  States  of America;

b.   Lessee shall procure  and maintain in effect all licenses, registrations, certificates, permits,
approvals and consents required by any laws or by the United  States  Federal Aviation
Administration or other agencies or  authorities  in  connection with  the  delivery,  installation,
use  and  operation  of  the Engines;

c.   The Engines will at all times  be and remain  in the possession and control of Lessee and
no other parties;

d.   The leasing of the Engines from Lessor  by Lessee, the execution and delivery of Lease
Agreement and the  compliance by the Lessee with the terms  thereof,  and  the payments and
performance by Lessee of all of its obligations thereunder will not violate  or constitute a breach of
any provision law,  any  order  of any  court  or other  agency  of government, or any  indenture,
agreement or other instrument to which  Lessee  is a party;

e.        Neither  the execution and  delivery  of any Lease  by Lessee, nor  the payment and
performance by Lessee of all of its obligations hereunder and thereunder, requires the consent or
approval of, the giving  of  notice  to, or the  registration, filing  or recording with,  or the  taking  of
any  other  action respect of, any Federal, state,  local or foreign  government or governmental
authority or agency or any other  person; and

f.        No  action,  including any  filing  or recording of any document, is necessary or advisable
in order to establish and perfect  Lessor's or any  assignee's title to and interest in the Engines as
against  ay third parties  in any applicable jurisdiction.

Further, Lessee acknowledges the following: The commodities leased  hereunder are subject  to
US export control   regulations. They  may   not  be  re-exported  to  any  restricted  destination,  or
transferred  to restricted  end-user  without   authorization from  the  US  Government.
Re-exports to  (i)  US  embargo destinations, (ii)  entities  involved in  a  restricted chemical and
biological weapons or  nuclear  and  missile proliferation activity,  or (iii) any  person or entity  on a
US Government restricted parties  list, require a prir written  export  license from  the  US  Bureau
of Export  Administration, US  State  Department and/or  the Office  of Foreign Assets  Controls.
These commodities may  still require  such  an US  export  license when incorporated into another
product.

6.  USE AND MAINTENANCE

a.   Lessee will use each  Engine only  on N705BL a commercial transport aircraft owned  and
operated  by  Lessee.   Engines   shall  be  operated in  a  safe   manner,   and  in  accordance with
the  FAA, manufacturer's recommended  operating procedures and  manuals and  instructions in
effect  from time to time and only  in those  countries for which  the insurance required under  herein
is effective.  Lessee shall not use the Engines on non-revenue service, except with the prior
written  approval of Lessor, however  operational ferry flights  and positioning flights shall  be
allowed so long as they are not training  flights.

b.   During  a Lease Term,  Lessee will  repair  and  maintain the  Engine in accordance with
application requirements of the Federal Aviation Administration, the requirements and
recommendations of manufacturers of the  Engines, and  any  special instructions of the  Lessor,
provided that any  special instructions will  not  cause Lessee  to bear  any  additional expense for
any  Engine lease hereunder.

c.      Lessee shall at all times protect and maintain the Engine in licensed serviceable
condition, in accordance with the manufacturer's standards and specifications including:

(1)  Lessee  at  its  expense  shall   accomplish  all  flight   line   inspections  and
maintenance necessary on  the  Engine,  components, appliances, parts  and  other  items  of
equipment installed thereon.

(2)  Lessee at its expense shall  accomplish all inspections, maintenance, repair  and
overhaul necessary on  the  Engine,  components, appliances, parts  and  other  items  of equipment
installed thereon.

(3)          Lessee at its expense shall  accomplish all Airworthiness Directives (A.D.s)
issued  during the term  of the  Lease  which  have  a mandatory compliance date  prior  to return  of
the  Engine to Lessor  or any other Airworthiness Directives coming due during the term of the
Lease.

(4)  All inspections, maintenance, repair and/or  overhaul other than flight line
maintenance shall be accomplished by  a LESSOR-approved FAA  maintenance facility  and  in
accordance with  FAA regulations and  be  returned to service in accordance with  Title  14,  Code of
Federal Regulations, Part 43.   Lessee shall  bear  the costs  of and  all transportation charges to
and  from  such  facility in connection therewith.

(5)     Lessee shall   be  responsible  for  line  maintenance  repairs;  on-wing  repairs; and
any repairs and/or  maintenance required to return  an Engine to serviceable condition when the
unserviceable condition resulted from  an Abnormal Failure (where "Abnormal Failure" is defined
as any unserviceable Engine condition that results  in whole or part  from foreign object damage
abuse,   misuse or  negligent management or  use  or  operational use  of  the  Engine during  the
Lease).  Lessee shall  immediately notify  Lessor  of the Abnormal Failure and  Lessee shall
obtain Lessor's  prior   written   approval (which  approval shall   not  be  unreasonably  withheld)
for  the proposed Engine repair  workscope.   Daily  Rent  obligations shall  continue unabated
during  such time as the Engine is being  repaired by Lessee  due to an Abnormal Failure.

(6)  Lessee shall  not  be  responsible for repairs to return an  Engine to serviceable
condition  when  the unserviceable condition resulted from Normal Wear  and Tear  (where
"Normal Wear  a Tear"  is defined as unserviceable Engine condition that  is an  internal failure
due  to pre-existing condition of  engine prior  to  Lease).    Lessee will  advise Lessor and  obtain
Lessor's approval before  commencing any  repairs to the Engine  for which  Lessor is
responsible.  If, during  a Lease Term,   an   Engine  becomes  unserviceable  due   to   Normal
Wear   and   Tear,   (i)   Lessee   sh immediately notify Lessor  of the unserviceable condition,
and (ii)  unless  otherwise agreed  by Les and Lessee, Lessee shall promptly return  the Engine to
Lessor in accordance to provisions herein

d.   Any  replacement parts  furnished by  Lessee  (in  consideration of  Lessee's  above-stated
Engine repair obligations) will be free and clear  of liens and of equal or better Part Number and
modification status  than  the  part  replaced.   All  such  replacement parts  must  have  been  last
serviced  by FAA-approved repair  facility  and  have  attached thereto  an  8130  return  to
service tag,  and  such parts  will become the property of Lessor  immediately upon  installation on
an Engine.   All replaced unserviceable parts will become the property  of Lessee immediately
upon replacement. When such occurrence occurs, Lessee shall  provide Lessor  with  On  and
Off  log showing part  number  /serial number removed and the part number/serial number replaced
by.

7.  RECORDS

a.   Lessee will maintain complete and accurate records  in English for all Engines  and will
provide  them to Lessor  on request. All such records  will be deemed as part of the Engines at the
time generated.  Within  two (2) Business Days  after each  calendar month  of the Lease, Lessee will
report to Less in writing,  the hours  and cycles  of operation of the aircraft  on which  the
Engines are installed,  any maintenance  occurrences,  a  parts   on   and  off  log  and   any
occurrences  of  EGT   exceeding manufacturers limits  and a copy  of the engine  condition
monitoring program data.   Upon redelivered of the Engines to Lessor,  Lessee will report  to Lessor,
in writing, the usage  during  the then-current calendar month, as well as the total hours  and cycles
operated during  the entire  Lease  Term.   The report provided at redelivery shall be issued on the
operator's letterhead and shall be signed by an authorized representative of the operator.

b.   Upon redelivery of the Engines  to Lessor,  Lessee  will return all Engine records delivered
to Less by  Lessor,  together  with all Engine records generated by  Lessee or maintenance
facilities during the lease term.

c.   With respect to any part installed by the Lessee during a Lease and not removed prior to
the return of an Engine,  the records  returned to Lessor will include:

i.   Part number, description, and serial number  (if part is serialized); and

ii.  Historical records, including but not limited to (a) serviceability status of the  part
installation; (b)  for at time-controlled part, total time and cycles, time and cycles  since overhaul
as may  be applicable, and total time and cycles of the Engine at the time of part installation; and
(c) for a life-limited part, documentation tracing usage of the part since new.

8.  MODIFICATIONS

Lessee will not make  any modifications or alterations to any Engines without  Lessor's prior
written  consent In the  event  modifications or alterations to the  Engines are  made  with  the
Lessor's prior  written  consent Lessee shall  nonetheless return  the  Engines  to its  originally
delivered condition prior  to redelivery of the Engines to Lessor at expiration or termination of the
Lease, if Lessor  requests that such action be taken.

9.  TOTAL  LOSS

In the  event  of actual  or constructive total  loss  or  destruction of any  Engine or  damage
thereto beyond economic repair during a Lease Term,  or the loss of possession of any Engine for
more than thirty (30) days by reason of seizure, requisition, theft,  disappearance, or otherwise,
Lessee will  immediately notify  Les thereof.  In the event of such loss, damage, or loss of
possession, or if Lessee fails to redeliver the Engine accordance with  the terms  hereof  (each
referred  to as an "Event  of Loss"),  Lessee will  pay  Lessor  up demand the Agreed  Value  of
such  Engine  as specified in Exhibit  A, together with all other  payments owing hereunder through
the  date  of  such  payment of  the  Agreed   Value;  and  the  Lease will  terminate up payment
of all such  amount;  and,  upon  payment of such  amount, title to the Engine will be transferred
Lessee, subject  to the rights  of affected insurance companies.

10.  NO ABATEMENT OR SET OFF

Unless otherwise expressly provided herein,  Lessee will not be entitled  to any abatement,
reduction of or set off against rents or other payments due Lessor under  any circumstances or for
any reason  whatsoever.

11.  RELEASE AND INDEMNITY

a.   LESSEE HEREBY RELEASES AND  AGREES TO INDEMNIFY,  DEFEND, AND
HOLD LESSOR,  ITS   INDEMNITEE(S), SUBSIDIARIES AND   THEIR  RESPECTIVE
DIRECTORS,  OFFICERs, EMPLOYEES, AND  AGENTS  (COLLECTIVELY,
"INDEMNIFIED PARTIES") HARMLESS FROM AND   AGAINST  ANY  AND   ALL
LIABILITIES, CLAIMS,  DEMANDS,  SUITS,   DAMAGES,  AND LOSSES  (INCLUDING
WITHOUT LIMITATION ALL REASONABLE ATTORNEYS' FEES,  COSTS, AND
EXPENSES IN CONNECTION THEREWITH OR INCIDENT THERETO), FOR  DEATHS OF
OR   INJURIES  TO   ANY   PERSONS   WHOMSOEVER  (INCLUDING  WITHOUT
LIMITATION  INDEMNIFIED PARTIES' EMPLOYEES),  AND  FOR  LOSS  OF  OR
DAMAGE TO  OR  DELAY IN THE DELIVERY OF ANY  PROPERTY WHATSOEVER,
INCLUDING WITHOUT LIMITATION ANY AIRCRAFT ON  WHICH ANY  ENGINE  MAY
BE  INSTALLED AND  LOSS  OF  USE  THEREOF  (COLLECTIVELY,   "LOSSES") IN
ANY    MANNER  ARISING   OUT    OF   OR   IN   ANY   WAY CONNECTED WITH  THE
DELIVERY, LEASING, STORAGE, TRANSPORTING, INSTALLATION, OPERATION,
MAINTENANCE, USE, DETACHMENT OR REDELIVERY OF ANY  ENGINE WHILE UNDER
LEASE,   REGARDLESS OF NEGLIGENCE, ACTIVE, PASSIVE, OR ANY OTHER  TYPE OF
INDEMNIFIED  PARTIES;   EXCEPT  THAT   THE   FOREGOING  INDEMNITY  SHALL
NOT APPLY TO THE EXTENT THAT ANY SUCH LOSSES ARE CAUSED BY THE
WILLFUL OR WANTON MISCONDUCT OF INDEMNIFIED PARTIES.

b.   IN  NO  EVENT WILL LESSOR BE  LIABLE FOR ANY  REASON FOR  SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES, SUCH AS LOST REVENUES, LOST
PROFITS, OR  LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, RESULTING FROM
PERFORMANCE OR FAILURE TO  PERFORM UNDER THIS AGREEMENT.

12.  LIMITED WARRANTY; DISCLAIMER

a.   Lessor warrants that  either (i) it will have good title to the  Engines at the  time  of
delivery to Lessee or  (ii)  if Lessor is  not  the  owner of  the  Engines, Lessor has  been
authorized by  the  owner of the Engines (the "Owner") to lease the Engines to Lessee and  to
perform as Lessor hereunder.

b.   The  Engines are  leased and  accepted by  Lessee in "AS  IS"  condition and  with  all
faults accepted Lessor makes no warranties whatsoever with  respect to any  Engine, express or
implied, except the warranty appearing in Section 12.a.  above.

c.   THE  WARRANTIES  SET    FORTH  IN   THIS  SECTION  12   AND  THE
OBLIGATIONS  AND LIABILITIES OF LESSOR THEREUNDER, ARE EXPRESSLY IN LIEU
OF AND LESSEE HERE WAIVES        AND                                 RELEASES  LESSOR
FROM ANY  AND   ALL      OTHER     WARRANTIES, AGREEMENTS,
GUARANTEES,  CONDITIONS,  DUTIES,  OBLIGATIONS,  REMEDIES OR LIABILITIES,
EXPRESS  OR   IMPLIED,  ARISING  BY   LAW  OR    OTHERWISE,  INCLUDING WITHOUT
 LIMITATION  ANY    WARRANTY  OF    MERCHANTABILITY   AND    FITNESS  FOR
INTENDED USE,   WITH RESPECT TO  ANY ENGINE LEASED  HEREUNDER OR
LESSOR'S PERFORMANCE   HEREUNDER. NO AGREEMENT OR UNDERSTANDING
VARYING, ALTERING, OR  EXTENDING LESSOR'S LIABILITY WILL BE  BINDING ON
LESSOR UNLESS WRITING AND SIGNED  BY   LESSEE'S AND LESSOR'S DULY
AUTHORIZED OFFICER OR REPRESENTATIVE.

d.   Upon Lessee's request and provided that  Lessee is not  in default under this  Agreement,
Lessor reasonably assist Lessee in  processing claims and  enforcing rights of  Lessor arising
under a existing manufacturer's or  overhaul agency warranties for  any  Engine leased hereunder;
provided always that   Lessee will   indemnify Lessor for  any   reasonable costs and   expenses
incurred Lessor in connection therewith.  With  respect to any  such  warranties, it is  understood
that,  except as specifically provided in this Section 12.d.,  Lessor will have no further liabilities to
Lessee.

13.  FORCE MAJEURE

Lessor will  not  be  liable for failure to perform or any  delays in performance hereunder due  to
acts  of G the  public enemy, war  or warlike operations, failure of suppliers to timely deliver or
other inability to secure parts or material, insurrection or riots,  floods, explosions, fires,
earthquakes, any  governmental act, failure transportation, strikes or  other labor   disputes, acts
or  omissions of  Lessee or  any   other   cause beyond Lessor's control.

14.  INSURANCE

a.   Lessee will  procure and maintain in  full  force and  effect during Lease Term and shall
p;;y premiums for, policies of insurance of the  type  and  in the minimum amounts stated below
and  w companies acceptable to Lessor and  under terms reasonably satisfactory to Lessor:

i.   Comprehensive Airline Liability Insurance including premises, passengers, autos on
airport premises, personal injury, war  risk  and allied perils, contractual, and  cargo liability with
aggregate limit  of  not  less  than  the  Liability Limit stated in the  Lease, naming Indemnify
Parties (as  defined in Section 11.a.  herein) as additional insureds.

ii.  Aircraft Hull  Insurance covering all risks of loss  or damage, while on  the ground or in
flight to the  Engine in a minimum amount not  less  than  the  Agreed Value stated in Exhibit A
each Engine.  Such policy will  include Lessor as  loss  payee as  its  interest may  appear.
The Agreed Value of the Engine will be in addition to the insured value of any Aircraft to
which it is attached.

iii.      Aircraft  Hull War Risk, Hijack  and Confiscation (including government of
registry)  Insurance covering the Engine in a minimum amount  not less than the Agreed Value
stated in Exhibit A for  each  Engine.     Such  policy  will  include Lessor  as  loss  payee as  its
interests  may appear.    The  Agreed Value  of the  Engine  will be  in addition to the  insured
value  of a aircraft  to which  it is attached.

iv.  All Risk  Spares  Insurance, including War  Risk  and  Allied  Perils  (including
confiscation any  government) and  in transit  coverage, on the Engine  covering any  damage
which  m occur  while  in Lessee's care,  custody,  and control  but not then  attached to an
aircraft  in minimum amount not  less  than  the  Agreed Value  stated  in  Exhibit A.    Such
policy include Lessor  as loss payee as its interests  may appear.

b.   Liability  policies  will include the following special provisions:

i.   Contractual liability   specifically covering obligations  assumed  by  Lessee in  Section
above.

ii.  War Risk exclusion write-back with third party coverage at full policy  limits. iii.
            Breach of Warranty  provision as respects  the Lessor.

iv.  Primary  Without  Right of Contribution Clause.

v.   30-day  advance written notice  of cancellation or  adverse material change (based  on  t
date of delivery  of the notice to Lessor).

vi.  Severability of Interest clause.

vii.      Premium setoff/counterclaim clause.

c.   Hull, Hull War Risk, and Spares policies  will include the following special provisions:

i.   Waiver  of Subrogation.

ii.  Breach of Warranty  provision as respects  the Lessor.

iii.           30-day  advance written  notice  of cancellation or adverse material change
except  for 7 days for War Risk coverage (based  on the date of delivery of the notice to Lessor).

iv.  All losses  will be adjusted with Lessor and Lessee.           v.   Aircraft  Hull and War
Risk policies  shall contain  the "50/50"  clause. vi.                                 Premium
setoff/counterclaim clause.

d.   Lessee  will provide Lessor  with certificates of insurance from insurers (and reinsurers, if
applicable satisfactory  to Lessor  evidencing the above  coverages.  The  certificates will  identify
the Lease date and the Engine by make,  model, and serial number.   Lessee  will also direct  its
insurance broker to certify that an aircraft  hull upon which the Engine is mounted is insured in an
amount  to include t agreed  value of the Engine.

15.  TITLE TO ENGINES

Title to Engines will remain vested  in Lessor  (or the Owner,  if Lessor  is not  the owner  of the
Engine)  at all times.      Lessee will  not  permit   any  lien,  claim,  mortgage, or  encumbrance
("Liens") except  those  Liens arising  by or through  Lessor  (or Owner)  to attach  to any Engine.
Lessee will indemnify Lessor and Owner for any damages suffered by Lessor or Owner, including costs
and expenses incident thereto, occurring as a result of any such Liens. Lessee's rights will be solely
those of a lessee and nothing contained herein is intended or will be interpreted as granting to Lessee
any other right, title, or interest in or to any Engine,
whether legal or  equitable.  Lessor will  affix  a placard to
each Engine and  Lessee will  assure the  placard remains attached to the Engine during the Lease
Term, such  placard to read as follows:

"THIS ENGINE IS  OWNED BY  LOGISTIC AIR,   INC., 564  WEDGE LANE, FERNLEY
NEVADA 8940 (925) 465- 0400." or alternate language if Lessor is not the owner of the  Engine.

Lessee shall  not  incur any  mechanic's, possessory or other liens or any  encumbrances in
connection w the  repair, maintenance or  storage of  the  Engines that  remains unpaid and
unreleased for  15  days aft completion  of   the   work,  which would  prevent  Lessee  from
obtaining  possession  of  the   Engine jeopardizes LESSOR's interest in the Engines.

16.  TAXES

The  charges set  forth  herein, including the  Hourly Rent, Daily  Rent, and Cycle Ratio Usage,
do not  include the amount of any  duties, charges, imposts, or sate,  use,  excise, transfer, gross
receipts, or any  other tax or  charges which may  be  imposed by  any  governmental jurisdiction
in  connection with  the  lease of  a Engines.  Lessee will indemnify, defend, and  hold Lessor
harmless from and  against any  and  all taxes whatsoever kind  or  nature, including costs or
expenses incurred in connection therewith, which may assessed against, chargeable to, or
collectible from either Lessee or Lessor by any  taxing authority, foreign federal, state, or  local,
and which are  based upon, levied, or  assessed with  respect to  the  tease  of  a Engine  or   the
operation,  possession,  or   use    of   such    Engine  white  under  any    Lease,  however
aforementioned is  not  applicable to  taxes levied on  the  net   income of  Lessor in  the  United
States America.  Upon demand of any  governmental authority for payment of  any  such tax  or
charge, Lessor immediately notify Lessee and  Lessee will pay  the same; provided, however, that
in the event that  Lessor required to pay  the  same, Lessor will invoice Lessee for  the  amount of
such tax  or  charge paid  by  it and Lessee will immediately reimburse Lessor for such amount.

17.  SUBLEASES ASSIGNMENT

a.   Lessor shall have the right  to assign any  Engine Lease, and  Lessee shalt  execute such
reasonable documents as are  necessary to effectuate such  assignment. Further, Lessee shall cause
its Lea related insurance certificates to be  promptly revised to appropriately name any  assignees,
lenders or other  parties having an interest in the  Lease as additional insureds and/or toss payees,
as such parties have been made known to Lessee by Lessor.

b.   Lessee will not  assign this  Agreement or  any  Lease in whole or  in  part,  sublease any
Engine otherwise relinquish possession thereof to  anyone other than Lessor for  any  purpose
except w the prior  written consent of Lessor; and  any  such  attempted assignment or sublease
will be null a void.   If a sublease is authorized by Lessor, (i) the sublease shall be  subject and
subordinate in respects  to  the   terms  of  the   Lease,  and   (ii)   Lessee shall at   all  times
remain  liable for performance of its obligations under the  Lease.

18.  RETURN OF ENGINES

a.   Lessee will perform or cause to be performed at Lessees cost  all requirements of this
Section 1 the  satisfaction of  the  Lessor.   On  each Engine immediately prior to  its  return to
Lessor, a (compressor and  turbine section) video borescope inspection and  a full test  cell  run
or  Max  Po Assurance Run  as described below:

|Manufacturer     | Engine Model | Test Number | Manual Reference
|---------------- | ------------ | ----------- | ----------------
|Pratt  & Whitney | JT9D         | 20          | Engine Manual   

The  borescope inspection and test  cell  run  or Max  Power Assurance Run shall be performed
by a repair facility acceptable to  Lessor; and Lessee shall obtain Lessor's prior written approval
for said  repair facility.  Lessee will provide Lessor with  at least 5 Business Days advance
written notice of such Engine inspection and test,  so that  Lessor may have the opportunity to
witness same. If the boroscope inspection or test cell run identifies any Engine defect. Lessee will
immediately notify the Lessor of the finding and will take corrective action per the request of
Lessor.

b.   Upon  expiration of the  Lease  Term  or other  valid  termination of a  Lease,  Lessee  will
return  t leased  Engine to the redelivery location as specified in exhibit A

c.   In addition to any  other  requirements of this  Agreement, upon  return of  the  Engines to
Less each  Engine  will be accompanied by the following documentation:

i.   Either  an FAA  8130-3 Form,  or a EASA  Form  1 with  FAA dual return service
release tag

ii.  An FAA  Form  337  or an equivalent acceptable to  Lessor, in Lessor's sole  discretion
applicable, based on  repairs that  may  have  been  performed on  the  Engine during  t Lease);

iii.      A Signed Non-Incident Statement, in the form of Exhibit  C, on Lessee Letterhead;

iv.  A Signed Engine life-limited parts  summary and  a summary disk  sheet,  showing the
l remaining at redelivery for each life-limited part;

v.   A Signed  updated AD/SB  report, describing the Engine  status  at redelivery;

vi.  A signed  Times  and Cycles  report for all activity  of the engine covering the duration
of t lease period  with backup copy  of aircraft flight logs showing engine use;

vii.      Component list of all parts installed during  lease term; and

viii.     All technical records generated for the  Engine  during  the  Lease and  all 8130
tags  of a parts or components installed during the lease period.

d.   Prior to returning  the Engine to Lessor,  Lessee  will prepare each  Engine for shipment
by (i) capping and plugging all openings of the  Engine; (ii) preserving the Engine for storage for
more than nine (90) days  (that is, Pratt  & Whitney  "Level 4", Subtask  72-00-00-620-053 for an
"operable engine (iii)  completely covering the  Engine  with  a  tarpaulin;   and  (iv)  otherwise
preparing the  Engine shipment in accordance with the manufacturer's
specifications/recommendations.  Any trucks  us for  shipment of  the  Engine will  be  equipped
with  air  ride  or  air  cushion trailers.   On  any  given shipment, such  truck will be dedicated to
Engines  belonging solely  to Lessor; except  that addition items  may  be  transported on  the
truck,  provided that  (a)  the  Engine may  be  off-loaded at  t redelivery  location  without
disturbing any of the additional items  and  (b) Lessor  will not  handle reposition any of the
additional items on the truck.

e.   The  engine  shall be re-delivered to Lessor  with all Airworthiness directives having
equal  or greater time  remaining as at the time  of delivery  to Lessee, there  shall  be  copy  of dirty
finger  of each accomplished during  the lease  term  provided to Lessor  at re-delivery, the
engine  shall  be  in go operating condition  and in a serviceable condition as specified by original
manufacturer's standard for serviceable engine.

f.   Notwithstanding anything to  the  contrary  in  the  Agreement, if  Engine parts  shortages
("Miss Parts")  are identified at redelivery of the Engine  to Lessor  and  Lessee does  not cause
the Miss Parts to be replaced within  five (5) Business Days after Lessor  notifies Lessee of the
Missing Pa Lessor  may,  at its option,  replace the Missing Parts  at Lessee's sole  expense.
Lessee  shall  p Lessor  for Lessor's cost  to replace the Missing Parts  immediately upon  receipt
of Lessor's invoice for same.

g.   In the event  LESSEE does  not  return  the Engine to LESSOR in the  condition required
hereunder upon  the expiration or cancellation of the Lease Term,  the rental  obligations of LESSEE
under  t Lease shall  continue until the Engine is returned to the Return Location per  the Return
Condition requirements under this Agreement.

h.      Lessor will deliver to Lessee a receipt for redelivery of the Engines substantially in the
form of Exhibit D, duly executed by an authorized representative of Lessor upon Lessor's
acceptance of the condition of the Engine at redelivery to Lessor.

19.  TERMINATION AND ADDITIONAL ASSURANCES

a.   Any of the following  events  shall constitute an event of default  under  a Lease ("Event
of Default"):            i.   Lessee  shall fail to make  any payment of Rent or other payments due
under the Lease;  or

ii.  Lessee shall  fail to observe or perform  any of the covenants or agreements of Lessee
forth in Sections 4, 6, 14, 17 or 18 hereof; or

iii.      Lessee  shall  fail to perform or observe  any  other  covenant, condition, or
agreement to performed or  observed by  it  under  this  Agreement, or  in  any  agreement or
certificate furnished to Lessor  in connection herewith, and such  failure  shall  continue unremedied
f five (5) days after written  notice to Lessee by Lessor  specifying such  failure and demanding the
same  to be remedied; or

iv.  A default  by  Lessee or its affiliates  or subsidiaries under  any  agreement between
Less and Lessee  (or between any of their respective affiliates or subsidiaries); or

iv.  Lessee   shall  become insolvent or  make   an  assignment for  the  benefit   of
creditors or consent to  the  appointment of  a  trustee or  receiver; or  a  trustee or  a receiver shall
be appointed for Lessee  or for a substantial part  of its property without its consent and  shall not  be
dismissed for a period  of 60  days;  or  any  petition  for  the  relief,  reorganization or arrangement
of Lessee, or any other petition  in bankruptcy or for the liquidation, insolvency or dissolution of
Lessee shall  be  filed  by  or against Lessee  and,  if filed  against  Less shall be consented to or
be pending and not dismissed for a period of 60 days, or an or for  relief   under   any  bankruptcy
or  insolvency  law   shall   be  entered  by  any  court or governmental authority of competent
jurisdiction with  respect to Lessee; or any execution or writ or process  shall  be issued  under  any
action  or proceeding against Lessee  where any  of  the  Engines may  be  taken  or  restrained; or
Lessee's  corporate existence sh cease;  or  Lessee  shall  (whether  in  one  transaction or  a
series   of  transactions), with Lessor's  prior  written  consent, sell, transfer,  dispose of, pledge or
otherwise encumber, or substantially all of its assets  or property, or consolidate or merge with
any other entity, or become the subject of, or engage  in, a leveraged buy-out or any  other  form  of
corporate reorganization; or

v.   Lessee  ceases to  be  a certified  air  carrier  within  the  meaning of  the  laws  of  the
United States  of America Federal Aviation Administration, Lessee ceases to hold  any  franchises,
consents, approvals, orders  or authorizations of which  the failure  to hold  prevents Lessee from
engaging in its commercial air transportation operations.

If an Event  of Default  has occurred, Lessor  may  repossess the Engines with or without
terminating the Lease,  or terminate this  Lease  immediately upon  written  notice  and  take such
other  action as may  be  permitted by  this  Agreement or  applicable law.   The  right  of each
party  to require  strict performance of any  obligations hereunder will not be affected in any  way  by
any previous waiver, forbearance, or course of dealing.

b. If Lessee becomes insolvent; if Lessor has evidence that Lessee is not paying its bills when due
without just cause; if a receiver of Lessee's assets is appointed; if Lessee takes any step leading to
its cessation as a going concern; if Lessee either ceases or suspends operations for reasons other
than a strike; then Lessee will forthwith give adequate assurance of the future performance of this
Agreement and all Leases by establishing an irrevocable letter of credit -- issued by a bank and on
terms and conditions acceptable to Lessor, and in an amount sufficient to cover all amounts
potentially due from Lessee under this Lease- that may be drawn upon by Lessor if Lessee does
not fulfill its obligations under this Agreement in a timely manner. If Lessee does not provide the
letter of credit or such other security reasonably acceptable to Lessor within twenty-four (24) hours
of the happening of any such event, this Lease will be terminated as of the happening of such
event.

c.   Notwithstanding any  provisions in this Agreement to the  contrary, Lessor may terminate
this  Lease for  its convenience at any  time  upon  One  Hundred Twenty (120) days prior notice
to  Lessee. No liability will be imposed on Lessor as a result of any  such termination.

d.   Upon the  occurrence of  any  event of default, Lessor may  demand that  Lessee, and
Lessee sh upon the  written demand of  Lessor and  at  Lessee's expense, immediately return the
Engines Lessor in the manner and  condition required by  this  Lease as  if the  Engine were being
returned at the end of the term hereof with respect to the Engines.

20.  REPOSSESSION OF ENGINES

a.   In the event of any failure of Lessee to redeliver any leased .Engine to Lessor at the time required
under, or in exercise of Lessor's right to repossess the Engines under Section 19 above, Lessor
may, without notice to Lessee, in addition to the exercise of any remedies available under law, enter
upon the premises where such Engines are located and take immediate possession of and remove
such Engines, without liability to Lessee for or by reason of such entry or taking possession,
whether for the restoration of damage to property caused by such taking or otherwise, and through
execution of this Agreement Lessee irrevocably consents to such action.

b.   To the extent permitted by law, Lessee hereby agrees that, in the event an order for relief is entered
against it in a proceeding under Title 11 of the United States Code or under a similar statute in a
foreign jurisdiction or any superseding statutes of any of the foregoing, Section 1110 of Title 11 of the
United States Code or a similar statute in a foreign jurisdiction, as amended from time to time, shall
be applicable and Lessor will have the right to take possession of the Engines in compliance with the
provisions of this Agreement. Lessee further agrees that neither it nor any successor will take a
contrary position in any bankruptcy proceedings, nor will it take any action to interfere with Lessor's
rights under such Section.

21.  NOTICES

All  notices or  requests given in  connection with this GTA or any Lease will be  given in
writing and sent prepaid by certified mail return receipt requested, telegram, teletype, telex,
cable, facsimile transmission, electronic mail to the addresses listed below unless either party
notifies the other party of a different address.

For  Lessor:   
Logistic Air,  Inc.

564  Wedge Lane

Fernley, Nevada 89408

Attn:     Vandi Cooyar

Fax: 925-476-1461

Email:  vandi@logisticair.com

For Lessee:  Baltia Airlines, Inc.

JFK International Airport, Terminal4

Room 262.089, Jamaica, NY 11430

Attn: Igor Dmitrowsky

Fax: 718-244-8882

Email: lgor.Dmitrowsky@baltia.com

22.       RECORDING

Lessor intends to record all Leases with the following agencies:

(i)  Department of  Transportation, Federal Aviation Administration, FAA   Engine
Registry, Oklahoma City, Oklahoma and  the  International Registry (as  established pursuant to  the
terms of  the  Cape Town Convention);

(ii) If Lessee is not already registered with the International Registry, Lessee will register
itself with the International Registry. Further, Lessee will execute such documents and take such
steps as may be reasonably requested by Lessor and   will  otherwise cooperate with   Lessor  as
Lessor may reasonably direct, to effectuate the  recordation undertaken by Lessor.  Upon the
termination of the Lease for  any  reason whatsoever, each of  the  parties will  execute and
deliver to  the  other  par promptly such documents and/or take  such  actions as the  other  party
may reasonably request order to file a termination of this Lease with  the FAA,  other applicable
government agencies, and/or the International Registry.

23.     BROKERS/FINDERS

Each  Party  agrees to indemnify the other against all claims, suits, damages, costs, and expenses
(including but  not  limited to,  reasonable attorney's fees)  asserted by  any  broker, agent, finder,
or other third  party  f any  commission, fee, or compensation of any  nature whatsoever which in
any  way may  result from,  pertain to or arise  in any  manner out  of,  or are  in any  manner
related to, the  lease of the Engines as contemplated hereunder or the making of this Agreement (a
"Broker Claim"), if such Broker Claim arises out of any  action or  alleged action by  the
indemnifying Party, its  officers, directors, shareholders, agents, employees or successors and  assigns.

24.  APPLICABLE LAW

This  Agreement will be deemed to have been entered into and performed in the State of Nevada
and will construed in accordance with  the laws  of Nevada.

Lessee hereby consents to  service of  process or  any  other paper upon it by  certified or
registered m return receipt requested, or by  recognized courier service (FedEx, UPS,  DHL, etc.)
at its  address first set forth  above and  agrees that  such service shall be deemed good, proper
and effective service upon it in a legal action, suit  or proceeding and  shall,  to the  fullest extent
permitted by  law.   Any  party may also  serve any other party to this Lease by any method
recognized by the court where the action is brought.

THE  LESSEE AND THE LESSOR HEREBY WAIVE TRIAL BY  JURY IN  ANY
JUDICIAL PROCEEDING TO  WHICH THEY ARE PARTIES INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT.

25.  JURISDICTION AND VENUE

This Agreement and all documents and instruments executed pursuant hereto will in all respects be
governed by, and construed in accordance with, the laws of Nevada (including all matters of construction,
validity, and performance), exclusive of any choice of law or rule or any other jurisdiction, which would
cause any matter to be referred to the law of any jurisdiction other than the State of Nevada. Lessee hereby
irrevocably consents that any legal action or proceeding against it or any of its assets with respect to the
Agreement may be brought in any jurisdiction where Lessee or any of its assets may be found, in any state
court of the State of Nevada, or in any federal court of the United States of America located in the State of
Nevada, as Lessor may elect, and by execution and delivery of this Agreement Lessee hereby irrevocably
submits to and accepts with regard to any such action or proceeding, for itself and in respect of its assets,
generally and unconditionally, the jurisdiction of the aforesaid courts. Lessee hereby irrevocably consents
to the service of process out of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid to Lessee at its address set forth in
this Agreement The foregoing, however, will not limit the rights of Lessor to serve process in any other
manner permitted by law or to bring any legal action or proceeding or to obtain execution of judgment in any
jurisdiction. Lessee further agrees that final judgment against Lessee in any action or proceeding in
connection with this Agreement will be conclusive and may be enforced in any other jurisdiction within or
outside the United States of America by suit on the judgment, a certified or exemplified copy of which will be
conclusive evidence of the fact and the amount of Lessee's indebtedness. Lessee hereby irrevocably
waives, to the fullest extent permitted by law, any objection which Lessee may now or hereafter have to the
laying of venue of any suit, action, or proceeding arising out of or relating to this Agreement brought in
Nevada, and hereby further irrevocably waives any claim that any such suit, action, or proceeding brought in
Nevada has been brought in an inconvenient forum.

26.      CONFIDENTIALITY

The Lease hereunder and all information contained in this Agreement are confidential and proprietary to
Lessor and are solely for the internal use of the parties hereto. Disclosure to third parties is prohibited,
except as otherwise stated in this Agreement, as required by law or order of a governmental authority, or as
required to enforce the terms of the Lease hereunder.

27.      FINANCIAL INFORMATION

Lessee  agrees to furnish  to Lessor, within  7 days  after Lessor's written  request for same,  such
documents as Lessor  may  request to enable Lessor  to understand Lessee's then-current financial
condition, including financial statements and credit reports.

28.       MISCELLANEOUS

a. This Agreement contains the entire understanding of the parties with respect to such Lease and no
warranties, representations or undertakings have been made by either party except as expressly
set forth in this Agreement entered into hereunder. Any previous or contemporaneous oral or
written communications, representations, agreements or understandings between Lessor and
Lessee relating to this Lease thereunder are no longer of any force and effect and are superseded
and replaced in their entirety by the provisions of this Lease Agreement.

b. This Lease has been negotiated between the parties, each party having had the benefit of legal
counsel. The construction or interpretation of any clause or provision of this Lease will not be
construed or resolved against lessor solely because Lessor drafted any such clause or provision or
otherwise prepared or caused the Lease documents to be drafted.

c. This Agreement may not be amended in whole or in part orally, but only by an express instrument in
writing signed by the parties hereto.

d. This Agreement will be binding upon and inure to the benefit of the respective permitted successors
and assigns of the parties.

e. This Agreement may be executed in counterparts. Such counterpart documents, when taken
together, will constitute one and the same instrument. A facsimile signature on any counterpart will
be deemed an original for all purposes.

f. The terms contained in this Agreement that, by their nature, continue after termination or expiration
thereof or redelivery of the Engines to Lessor will survive such termination, expiration, or redelivery
and continue in full force and effect.

g. The remedies afforded a non-breaching party are cumulative and in addition to all other rights in
law, equity or otherwise.

h. The prevailing party in any litigation to enforce the terms of this Agreement shall be entitled to
recover its reasonable and actual attorney's fees from the losing party.

i. Any provision of the Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of the Agreement, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such provisions in any other
jurisdiction.

IN WITNESS  WHEREOF, the parties  have  executed this Lease  Agreement the day and year
first above written.

LESSOR                |                   LESSEE

LOGISTIC AIR, Inc.     |       BALTIA AIRLINES, INC.

Name:    Vandi Cooyar     |              Name:  Igor Dmitrowsky

Title:    Vice-President     |      Title:    President

Date:     January  15,2010      |   Date:   January 14,2010

---

EXHIBIT A TO  AIRCRAFT ENGINE LEASE AGREEMENT

LOGISTIC AIR, INC. ("Lessor'')

and

BALTIA AIRLINES, INC. ("Lessee")

Lessor hereby leases to Lessee and  Lessee hereby leases from  Lessor the  Engines described in
ARTIC IV herein, subject to the terms and  provisions of this  Lease Agreement. This  Lease is
entered into pursuant to the  Lease Agreement dated January 15,  2010, (the  "Agreement or Lease")
between Lessor and  Less Capitalized terms  used herein but  not defined shall  have the same
meaning as in the  Lease Agreement. the  event of  any  conflict in  terms between the
Agreement and  this  Exhibit, the  terms of  this  Lease shall prevail.

The  term  of this  Lease will be for a period of 2 years, commencing on the Lease Term
Commencement d as stated in the Lease Agreement.

The   Engines will  be   delivered to   Lessee in  Roswell, New   Mexico for  transport to  Marana
Arizona Lessee's cost (the  "Delivery Location"); and  upon termination of  the  Lease, the
Engines will be  redeliver to Lessor by Lessee in Tucson Arizona (the "Redelivery Location").

.    TYPE OF ENGINE:

|Make             | Model   | Configuration | Engine

Serial No. | Total  Time
    Since New | Total Cycles
Since New | Loaned Engine
Stand S/N
|---------------- | ------- | ------------- | ------------------ | ------------------------- | ---------------------- | -----------------------
|Pratt  & Whitney | JT9D-7A | Full  QEC     | 662288             | 83,814:13                 | 17,330                 | ES0131                 
|Pratt  & Whitney | JT9D-7A | FuiiQEC       | 663073             | 84,558:11                 | 18,155                 | ES0280                 
|Pratt  & Whitney | JT9D-7A | Full  QEC     | 685609             | 79,858:12                 | 31,134                 | 0190                   
|Pratt  & Whitney | JT9D-7A | Full  QEC     | 686089             | 68,505:20                 | 18,188                 | 0306                   

V. INSPECTION PERIOD: 24 hours after  the Delivery Date.

VI.    ADDITIONAL TERMS AND CONDI!IQNS:

The following additional terms and conditions apply to the Aircraft Engine Lease Agreement for ESN's listed in
ARTICLE IV of Exhibit A.

|LEASE CHARGES:                     |  |                                                                                                                                            
|---------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|Hourly Fee: 
Daily Rent:           |  | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
                   A REQUEST FOR CONFIDENTIAL TREATMENT]
|Cycle Ratio Fee: Security Deposit: |  | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
                   A REQUEST FOR CONFIDENTIAL TREATMENT]
|Initial Payment:                   |  | Estimated Ferry roundtrip hours and estimated cycle ratio usage                                                                            
|AGREED VALUE:                      |  | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
                   A REQUEST FOR CONFIDENTIAL TREATMENT]
|Guaranteed Utilization:            |  | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
                   A REQUEST FOR CONFIDENTIAL TREATMENT]
|AGREED VALUE:                      |  | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
                   A REQUEST FOR CONFIDENTIAL TREATMENT]
|LIABILITY LIMIT:                   |  | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
                   A REQUEST FOR CONFIDENTIAL TREATMENT]

IN WITNESS WHEREOF, the parties have executed this  Lease on  the date first above written.

LESSOR   |                                  LESSEE

LOGISTIC AIR, Inc.    |        BALTIA AIRLINES, INC.

Name:    Vandi Cooyar       |            Name:  Igor Dmitrowsky

Title:    Vice-President    |       Title:    President

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EXHIBIT B to Engine Lease Agreement

**ENGINE DELIVERY RECEIPT**

FROM:  Baltia Airlines, Inc.

TO:    Logistic Air, Inc.

The undersigned hereby acknowledges that on this 4"' day of February, 2010, Logistic Air, Inc. (Lessor) did deliver
to Baltia Airlines, Inc. (Lessee) those certain Pratt & Whitney JT9D-7A Engines having Manufacturer's Serial No.
662288, 663073, 685609 and 686089 and Engine Stand with Serial No. ES0131, ES0280, 0190 and 0306 at
Evergreen Air Center, Marana Arizona. The undersigned does hereby further acknowledge that he/she has
received and does hereby accept delivery of the aforesaid Engine and Engine Stand.

Signed  this 4th day  of February, 2010, at Evergreen Air Center Marana Arizona.

By: Rh/ : Name: Igor DmitrowSkY

Title:    President